IOI CORPORATION BERHAD (Company Registration No W) (Incorporated in Malaysia)

Size: px
Start display at page:

Download "IOI CORPORATION BERHAD (Company Registration No W) (Incorporated in Malaysia)"

Transcription

1 IOI CORPORATION BERHAD (Company Registration No W) (Incorporated in Malaysia) TERMS OF REFERENCE FOR GOVERNANCE, NOMINATING AND REMUNERATION COMMITTEE 1. MEMBERSHIP AND INDEPENDENCE 1.1 The Governance, Nominating and Remuneration Committee ( GNRC ) shall be appointed by the Board from amongst its members, and shall comprise at least three (3) members. 1.2 All GNRC members shall be non-executive directors of the Company, a majority of whom shall be independent. 1.3 The GNRC Chairman shall be elected by members and shall be independent. 1.4 A director may be considered independent in character and judgement if he/she is independent of management and free from any business or other relationship which could interfere with the exercise of independent judgement or the ability to act in the best interests of the Company. Without limiting the generality of the foregoing, an independent director is one who: (a) (b) (c) (d) (e) (f) (g) is not an executive director of the Company or any related corporation of the Company; has not been within the last two (2) years and is not an officer (except as a nonexecutive director) of the Company. For this purpose, officer has the meaning given in Section 2 of the Companies Act 2016; is not a major shareholder the Company; is not a family member of any executive director, officer or major shareholder of the Company; is not acting as a nominee or representative of any executive director or major shareholder of the Company; has not been engaged as an adviser by the Company under such circumstances as prescribed by Bursa Malaysia Securities Berhad ( the Exchange ) or is not presently a partner, director (except as an independent director) or major shareholder, as the case may be, of a firm or corporation which provides professional advisory services to the Company under such circumstances as prescribed by the Exchange; or has not engaged in any transaction with the Company under such circumstances as prescribed by the Exchange or is not presently a partner, director or major shareholder, as the case may be, of a firm or corporation (other than subsidiaries of the Company) which has engaged in any transaction with the Company under such circumstances as prescribed by the Exchange. 1.5 On appointment, and thereafter, on an annual basis, every independent director shall complete a return as to his/her independence. The GNRC shall review the return to decide if a director is to be considered independent and make its recommendation to the Board of Directors (the Board ). Page 1 of 6

2 1.6 An independent member shall immediately notify the Company Secretary of any change in circumstances that may result in him/her not being able to meet the criteria for independence. The GNRC may, after considering the change in circumstances, require the resignation of the member, in compliance with provisions of the GNRC s terms of reference and/or any other applicable statutes, rules or regulations and makes its recommendations to the Board accordingly. The Board may, as a result of the resignation, re-constitute the GNRC before the next scheduled meeting. 1.7 A member who wishes to retire or resign from the GNRC shall notify the Board in writing, giving at least one (1) month s notice or such shorter period as may be agreed by the Board. 1.8 The office of a member shall become vacant upon the member s death/ resignation/ retirement/ removal or disqualification as a director of the Company. 1.9 Any vacancy in the GNRC shall be filled within two (2) months, and in any case, no later than three (3) months. 2. ADMINISTRATION 2.1 Meetings (a) Meetings of the GNRC ( GNRC meetings ) may be conducted by means of telephone conference, video conference or any other form of audio or audio-visual instantaneous communication and the participation in the meeting pursuant to this provision shall constitute presence in person at such meeting. The minutes of such a meeting signed by the GNRC Chairman or Chairman of the meeting shall be conclusive of any meeting conducted as aforesaid. (b) (c) (d) (e) (f) GNRC meetings shall be held at least once a year. GNRC meetings may be called, at any other time, by the GNRC Chairman or any member. The GNRC shall have full discretion to invite any director or management to attend its meetings. The Secretary of the GNRC shall be the Company Secretary for the time being or, such other person as may be nominated by the GNRC. The Secretary shall attend all GNRC meetings and minute the proceedings thereof including providing an attendance record of individual members present at all meetings. Minutes of all GNRC meetings shall be confirmed by the GNRC Chairman or Chairman of the meeting and circulated to all members. 2.2 Quorum The quorum shall be two (2) members, including at least one independent Director. If the GNRC Chairman is not present within 15 minutes from the appointed time of the GNRC Meeting, the members present may elect one of their members, who must be independent, to chair the meeting. Page 2 of 6

3 2.3 Voting A resolution shall be considered passed if: (a) (b) there is a majority of votes passed in favour of the resolution at a GNRC meeting, or there is agreement in writing by a majority of members entitled to vote on the decision. In the event of an equality of votes, the Chairman shall not have a casting vote. All conflicting views shall be submitted to the Board for its final decision. Any member who has an interest in any matters being reviewed or considered shall abstain from voting on the matter. 2.4 GNRC Resolutions in Writing The GNRC may pass resolutions by circulation. A resolution in writing signed by a majority of GNRC members, including at least one independent director, shall be as valid and effectual as if it had been passed at a meeting of the GNRC duly called and constituted. These resolutions may consist of several documents in original or facsimile in the like form each signed by one or more members. 2.5 Attendance at Annual General Meeting The GNRC Chairman (or in his absence, an alternative member of the GNRC) shall attend the Annual General Meeting of the Company. 3. DUTIES AND RESPONSIBILITIES The duties of the GNRC shall be: 3.1 To make recommendations to the Board on the appointment and re-appointment of directors (including alternate directors, if applicable). If an alternate director is appointed, the alternate director should be familiar with the Company s affairs and be appropriately qualified. If a person is proposed to be appointed as an alternate director to an independent director, the GNRC and the Board should review and conclude that the person would similarly qualify as an independent director. 3.2 To regularly review the Board structure, size and composition and make recommendations to the Board with regard to any adjustments that are deemed necessary. 3.3 To determine the process for search, nomination, selection and appointment of new board members and assess nominees or candidates for appointment or election to the Board, determining whether or not such nominee has the requisite qualifications and whether or not he/she is independent. Important issues to be considered as part of the process for the selection, appointment and re-appointment of directors include composition and progressive renewal of the Board and each director s competencies, commitment, contribution and performance (e.g. attendance, preparedness, participation and candour) including, if applicable, as an independent director. Page 3 of 6

4 3.4 To review the charter and composition of each committee of the Board and make recommendations to the Board for the adoption of or revisions to the committee s terms of reference, the creation of additional committees or the elimination of Board committees. 3.5 To oversee and monitor the Board and senior executives succession planning and the Group s diversity policy. 3.6 To develop a process for the evaluation of performance of the Board, its Board committees and directors. 3.7 To determine how the Board s performance may be evaluated and propose objective performance criteria. 3.8 To assess annually the effectiveness of the Board as a whole and its Board committees and to assess the contribution by the Chairman and each individual director to the effectiveness of the Board. The results of the performance evaluation will be reviewed by the GNRC Chairman and the assessment process shall be disclosed in the Company s annual report. 3.9 To review training and professional development programmes for the Board. Newly appointed directors should receive comprehensive and tailored induction upon joining the Board. This should include: (i) (ii) (iii) (iv) duties as a director how to discharge the duties of a director familiarisation and orientation programme on the company s business and industry corporate governances practices 3.10 To determine, on an annual basis, if a director is independent. If the GNRC wishes, in spite of the existence of any business or other relationships with the Company, its related corporations, its major shareholders or its officers, to consider the Director as independent, it should disclose in full the nature of the director s relationship and submit its recommendation to the Board with an explanation as to why he/she should be considered independent for the Board s consideration. Conversely, the GNRC may determine that a director is not independent even if he/she has no business or other relationships with the Company, its related corporations, its major shareholders or its officers, particularly, if the independent Director has served on the Board beyond nine (9) years from the date of his/her first appointment and submit its recommendation to the Board. The independence of such director would be subject to particularly rigorous review To recommend directors who are retiring by rotation to be put forward for re-election. All directors are required to submit themselves for re-election at regular intervals and at least once every three (3) years. Directors appointed as an additional director or to fill any casual vacancy shall hold office only until the next Annual General Meeting and shall be eligible for re-election To renew and determine whether the director is able to and has been adequately carrying out his/her duties as a director of the Company, particularly taking into consideration the director s number of Board principal commitments on listed companies and other principal commitments. Page 4 of 6

5 3.13 Develop and recommend to the Board a set of corporate governance principles and guidelines and keep abreast of developments with regard to Malaysian Code on Corporate Governance 2017 to enable the GNRC to make recommendations to the Board in light of such developments as may be appropriate In consultation with the Chairman of the Board and the Company s CEO, as appropriate, to recommend the framework or policy and remuneration packages for each of executive directors and members of the senior executive management. In doing so, the Committee shall ensure that remuneration packages (comprising of base salary, bonuses and where applicable, fixed allowances and benefits-in-kind are:- (a) appropriate in the context of each individual director s responsibility and seniority; (b) consistent with the overall financial and business position of the Group and its position relative to other companies; (c) fair in light of each individual director s personal performance; (d) whether the framework provides adequate motivational incentive for executive directors to pursue the long term growth and success of the Group; (e) within the terms of the agreed remuneration framework or policy, determine individual remuneration packages for the executive directors including the CEO, taking due account of their recent remuneration history; and (f) comparable within the industry and with comparable companies. No Director or senior executive management shall be involved in any decisions as to their own remuneration To recommend to the Board the Executives Share Option Schemes or any long term incentive schemes which may be set up from time to time and to do all acts necessary in connection therewith To carry out its duties in the manner that it deems expedient, subject always to any regulations or restrictions that may be imposed upon the GNRC by the Board Such other duties or functions as may be delegated by the Board or required by regulatory authorities. 4. REPORTING PROCEDURES 4.1 The GNRC shall report from time to time its findings and recommendations to the Board. 4.2 The GNRC shall make recommendations to the Board as it deems appropriate in any area within its remit where action or improvement is needed. 5. REMUNERATION 5.1 Having regard to the functions performed by members of the GNRC in addition to their functions as directors in relation to the activities of the GNRC and pursuant to the specific power conferred upon the Board by the Constitution of the Company, members of the GNRC may be paid such special remuneration in respect of their appointment as shall be fixed by the Board. 5.2 Such special remuneration shall be in addition to the annual fees payable to directors. Page 5 of 6

6 6. GENERAL 6.1 The GNRC in carrying out its tasks under these terms of reference may obtain such external or other independent professional advice as it considers necessary to carry out its duties. 6.2 The Board will ensure that the GNRC has access to internal and external professional advice in order for it to perform its duties. 6.3 These terms of reference may from time to time be amended as required, subject to the approval of the Board. Approved and adopted by the Board of Directors on: 7 August 2017 \\Corpsec8\KIV\Board-AuditCom-Remuneration-Nominate-Mtg\Terms of Reference\IOIC-Terms of Reference-GNRC.doc Page 6 of 6

ISDN HOLDINGS LIMITED (the Company ) NOMINATING COMMITTEE

ISDN HOLDINGS LIMITED (the Company ) NOMINATING COMMITTEE ISDN HOLDINGS LIMITED (the Company ) NOMINATING COMMITTEE The Code of Corporate Governance 2018 (the Code ) of Singapore recommends that companies listed on the Singapore Exchange Securities Trading Limited

More information

HEINEKEN MALAYSIA BERHAD. (Company no X) NOMINATION & REMUNERATION COMMITTEE TERMS OF REFERENCE

HEINEKEN MALAYSIA BERHAD. (Company no X) NOMINATION & REMUNERATION COMMITTEE TERMS OF REFERENCE NOMINATION & REMUNERATION COMMITTEE TERMS OF REFERENCE Approved by the Board on 14 February 2018 TABLE OF CONTENTS Title Page 1. Purpose 2 2. Composition 2 3. Roles and Responsibilities 3 4. Authority

More information

KOMARKCORK BERHAD (Company No A ) TOR OF REMUNERATION COMMITTEE

KOMARKCORK BERHAD (Company No A ) TOR OF REMUNERATION COMMITTEE 1. INTRODUCTION KOMARKCORK BERHAD 1.1 The Remuneration Committee s Terms of Reference ( TOR ) sets out the requirements of the Board of Directors of Komarkcorp Berhad ( Komark ) towards the establishment

More information

SMIS Corporation Berhad (Company No V) Terms of Reference of the Nomination Committee

SMIS Corporation Berhad (Company No V) Terms of Reference of the Nomination Committee 1. Introduction The Nomination Committee (the Committee ) of SMIS Corporation Berhad ( SMIS or the Company ) was formed by the Board of Directors of the Company (the Board ). Its primary function, in line

More information

DIGI.COM BERHAD ( X) TERMS OF REFERENCE FOR REMUNERATION COMMITTEE

DIGI.COM BERHAD ( X) TERMS OF REFERENCE FOR REMUNERATION COMMITTEE DEFINITIONS Digi or Company : Digi.Com Berhad Board : Board of Directors of Digi Group : Digi and its subsidiaries 1.0 Purpose The purpose of the Remuneration Committee (RC) of Digi is to assist the Board

More information

HARSCO CORPORATION (the Corporation ) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

HARSCO CORPORATION (the Corporation ) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS I. PURPOSES HARSCO CORPORATION (the Corporation ) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER As Amended and Restated January 26, 2009 The Nominating and Corporate Governance

More information

ZPG PLC (THE COMPANY) REMUNERATION COMMITTEE - TERMS OF REFERENCE adopted by the Board on 22 May 2017

ZPG PLC (THE COMPANY) REMUNERATION COMMITTEE - TERMS OF REFERENCE adopted by the Board on 22 May 2017 1. BACKGROUND ZPG PLC (THE COMPANY) REMUNERATION COMMITTEE - TERMS OF REFERENCE adopted by the Board on 22 May 2017 1.1 The board of directors of the Company (the Board) has resolved to establish a Remuneration

More information

WHITE HORSE BERHAD (Company No X) (Incorporated in Malaysia) TERMS OF REFERENCE OF AUDIT COMMITTEE (Adopted w.e.f.

WHITE HORSE BERHAD (Company No X) (Incorporated in Malaysia) TERMS OF REFERENCE OF AUDIT COMMITTEE (Adopted w.e.f. TERMS OF REFERENCE OF AUDIT COMMITTEE (Adopted w.e.f. 23 February 2017) 1. Objectives The principal objectives of the Audit Committee are to assist the Board in discharging its statutory duties and responsibilities

More information

Park Plaza Hotels Limited (the Company )

Park Plaza Hotels Limited (the Company ) Park Plaza Hotels Limited (the Company ) TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE In these Terms of Reference the following terms shall have the following meanings: the Board shall mean the Board

More information

ALUMINIUM COMPANY OF MALAYSIA BERHAD Terms of Reference of the Audit Committee

ALUMINIUM COMPANY OF MALAYSIA BERHAD Terms of Reference of the Audit Committee Terms of Reference of the Audit Committee 1. Composition of members 1.1 The Board shall elect the Audit Committee members from amongst themselves, comprising no less than three (3) non-executive directors.

More information

Card Factory plc. (the Company )

Card Factory plc. (the Company ) Card Factory plc (the Company ) Terms of Reference: Remuneration Committee as adopted by the Board of Directors of the Company on 30 April 2014 References to the Committee shall mean the Remuneration Committee.

More information

REMUNERATION COMMITTEE TERMS OF REFERENCE

REMUNERATION COMMITTEE TERMS OF REFERENCE (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1841) REMUNERATION COMMITTEE TERMS OF REFERENCE CONSTITUTION 1. The board (the Board ) of directors (the Director(s) ) of A.Plus

More information

CYPARK RESOURCES BERHAD (Company No H) (Incorporated in Malaysia)

CYPARK RESOURCES BERHAD (Company No H) (Incorporated in Malaysia) TERMS OF REFERENCE OF THE AUDIT COMMITTEE (Revised and adopted on 29 April 2016) 1. Composition of members The Board shall appoint the Audit Committee members from amongst themselves, comprising no fewer

More information

DESERT LION ENERGY LIMITED CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

DESERT LION ENERGY LIMITED CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE DESERT LION ENERGY LIMITED CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE 1. PURPOSE The Corporate Governance and Nominating Committee (the Committee ) is a committee of the Board of Directors

More information

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS CHARTER I. PURPOSE The Nominating and Corporate Governance Committee (the Committee ) is an advisory body to the Board of Directors

More information

AirAsia X Berhad (Company No K)

AirAsia X Berhad (Company No K) AirAsia X Berhad (Company No. 734161-K) Board of Directors Board Charter Members of the Board: (1) Independent Non-Executive Chairman (2) Non-Independent Non-Executive Directors (3) Independent Non-Executive

More information

STOBART GROUP LIMITED (the "Company") REMUNERATION COMMITTEE TERMS OF REFERENCE

STOBART GROUP LIMITED (the Company) REMUNERATION COMMITTEE TERMS OF REFERENCE 1 MEMBERSHIP STOBART GROUP LIMITED (the "Company") REMUNERATION COMMITTEE TERMS OF REFERENCE 1.1 The Remuneration Committee ("Committee") and its Chairman shall be appointed by the board of directors of

More information

SENI JAYA CORPORATION BERHAD (Company No X) (Incorporated in Malaysia)

SENI JAYA CORPORATION BERHAD (Company No X) (Incorporated in Malaysia) TERMS OF REFERENCE OF AUDIT COMMITTEE (Reviewed and approved on 3 April 2018) 1. Composition of members The Board of Directors ( Board ) shall appoint the Audit Committee members from amongst themselves,

More information

BINASAT COMMUNICATIONS BERHAD (Company No D) AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE

BINASAT COMMUNICATIONS BERHAD (Company No D) AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE 1. MEMBERSHIP The Audit and Risk Management Committee ( the Committee ) shall be appointed by the Directors from among their number (pursuant to a resolution of the Board of Directors) which fulfills the

More information

TERMS OF REFERENCE OF AUDIT COMMITTEE

TERMS OF REFERENCE OF AUDIT COMMITTEE TERMS OF REFERENCE OF AUDIT COMMITTEE 1. Composition of members The Board shall appoint the Audit Committee members from amongst themselves, comprising no fewer than three (3) members, all of whom must

More information

HARSCO CORPORATION (the Corporation ) MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

HARSCO CORPORATION (the Corporation ) MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS HARSCO CORPORATION (the Corporation ) MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS I. PURPOSE CHARTER As Amended and Restated as of October 22, 2018 The Management Development

More information

HARSCO CORPORATION (the Corporation ) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

HARSCO CORPORATION (the Corporation ) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS HARSCO CORPORATION (the Corporation ) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS I. PURPOSES CHARTER (As Amended and Restated October 24, 2016) The Nominating and Corporate

More information

BANK7 CORP. NOMINATING AND CORPORATE GOVERNANCE RESOLUTIONS. As adopted by the Board on September 5, 2018

BANK7 CORP. NOMINATING AND CORPORATE GOVERNANCE RESOLUTIONS. As adopted by the Board on September 5, 2018 BANK7 CORP. NOMINATING AND CORPORATE GOVERNANCE RESOLUTIONS As adopted by the Board on September 5, 2018 WHEREAS, the board of directors (the Board ) of Bank7 Corp. (the Corporation ) does not currently

More information

REMUNERATION COMMITTEE

REMUNERATION COMMITTEE February 2015 REMUNERATION COMMITTEE References to the Committee shall mean the Remuneration Committee. References to the Board shall mean the Board of Directors. Reference to the Code shall mean The UK

More information

KUB MALAYSIA BERHAD (Company No D)

KUB MALAYSIA BERHAD (Company No D) KUB MALAYSIA BERHAD (Company No. 6022-D) TERMS OF REFERENCE OF THE Revised as at 29 March 2018 CONTENTS Page # 1. Objectives of the Committee. 2 2. Composition of the Committee.. 2 3. Secretary of the

More information

TRIFAST PLC (the Company ) TERMS OF REFERENCE FOR THE REMUNERATION COMMITTEE

TRIFAST PLC (the Company ) TERMS OF REFERENCE FOR THE REMUNERATION COMMITTEE TRIFAST PLC (the Company ) TERMS OF REFERENCE FOR THE REMUNERATION COMMITTEE 1. CONSTITUTION 1.1 The remuneration committee (Committee) was constituted as a committee of the board of directors (board)

More information

BLUE PRISM GROUP PLC. (the "Company") TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS

BLUE PRISM GROUP PLC. (the Company) TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS Company Number: 9759493 BLUE PRISM GROUP PLC (the "Company") TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS Adopted at a meeting of the Board on 18 December 2018 1. CONSTITUTION

More information

TERMS OF REFERENCE FOR THE REMUNERATION COMMITTEE

TERMS OF REFERENCE FOR THE REMUNERATION COMMITTEE TERMS OF REFERENCE FOR THE REMUNERATION COMMITTEE NETCALL PLC 1. CONSTITUTION 1.1 The remuneration committee (Committee) is constituted in accordance with the articles of association (Articles) of Netcall

More information

HEINEKEN MALAYSIA BERHAD. (Company no X) AUDIT & RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE

HEINEKEN MALAYSIA BERHAD. (Company no X) AUDIT & RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE AUDIT & RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE Approved by the Board on 14 February 2018 TABLE OF CONTENTS Title Page 1. Purpose 2 2. Composition 2 3. Roles and Responsibilities 3 4. Authority 5

More information

KUCHAI DEVELOPMENT BERHAD (7573-V) BOARD CHARTER (UPDATED 26 MAY 2016)

KUCHAI DEVELOPMENT BERHAD (7573-V) BOARD CHARTER (UPDATED 26 MAY 2016) KUCHAI DEVELOPMENT BERHAD (7573-V) BOARD CHARTER (UPDATED 26 MAY 2016) A) RESPONSIBILITY & ACCOUNTABILITY The Board of Directors ("the Board") is accountable and responsible to ensure proper management

More information

ACCENTURE PLC NOMINATING & GOVERNANCE COMMITTEE CHARTER

ACCENTURE PLC NOMINATING & GOVERNANCE COMMITTEE CHARTER I. PURPOSE ACCENTURE PLC NOMINATING & GOVERNANCE COMMITTEE CHARTER The Nominating & Governance Committee (the Committee ) of the Board of Directors (the Board ) of Accenture plc (the Company ) shall discharge

More information

SPIN MASTER CORP. CHARTER OF THE GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE

SPIN MASTER CORP. CHARTER OF THE GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE SPIN MASTER CORP. CHARTER OF THE GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE Effective Date: August 6th, 2015 1. Introduction This charter (the Charter ) sets forth the purpose, composition, duties

More information

Terms of Reference of Nomination Committee

Terms of Reference of Nomination Committee WANdisco PLC ("Company") Nomination Committee - 24 February 2017 Terms of Reference Terms of Reference of Nomination Committee References to the Board shall mean the full Board of Directors of the Company.

More information

Nomination Committee s Terms of Reference

Nomination Committee s Terms of Reference Nomination Committee s Terms of Reference These terms of reference were adopted by the Nomination Committee on 9 November 2017. They were last approved by the Committee on 30 November 2018. 1. MEMBERSHIP

More information

DFS FURNITURE PLC. (the Company ) REMUNERATION COMMITTEE TERMS OF REFERENCE

DFS FURNITURE PLC. (the Company ) REMUNERATION COMMITTEE TERMS OF REFERENCE DFS FURNITURE PLC (the Company ) REMUNERATION COMMITTEE TERMS OF REFERENCE 1 REVIEW OF THESE TERMS OF REFERENCE With effect from the Company s first annual general meeting the Company will be required

More information

Remuneration Committee

Remuneration Committee Remuneration Committee Terms of Reference Version No. 1.1 Approver: Remuneration Committee Committee Approval: 25 July 2017 Effective date: 25 July 2017 Next Review date: 12 months Remuneration Committee

More information

Audit Committee Terms of Reference

Audit Committee Terms of Reference Audit Committee Terms of Reference 25 September 2015 Table of Contents 1. Definitions 3 2. Constitution 3 3. Membership 3 4. Meetings 4 5. Duties 5 6. Reporting Responsibilities 8 7. Performance, Resources

More information

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER PURPOSE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER The Corporate Governance and Nominating Committee is a standing committee appointed by the Board of Directors of DataWind Inc. The Committee

More information

DATED 24 JUNE 2015 PURETECH HEALTH PLC NOMINATION COMMITTEE: TERMS OF REFERENCE

DATED 24 JUNE 2015 PURETECH HEALTH PLC NOMINATION COMMITTEE: TERMS OF REFERENCE DATED 24 JUNE 2015 PURETECH HEALTH PLC NOMINATION COMMITTEE: TERMS OF REFERENCE CONTENTS 1. DEFINITIONS... 1 2. INTRODUCTION... 1 3. MEMBERSHIP... 1 4. SECRETARY... 1 5. QUORUM... 2 6. FREQUENCY OF MEETINGS...

More information

AEW UK REIT PLC. (the "Company") AUDIT COMMITTEE. Terms of Reference. (as adopted on 7 December 2015)

AEW UK REIT PLC. (the Company) AUDIT COMMITTEE. Terms of Reference. (as adopted on 7 December 2015) AEW UK REIT PLC (the "Company") AUDIT COMMITTEE Terms of Reference (as adopted on 7 December 2015) 1. DEFINITIONS 1.1 Reference to the "Committee" shall mean the Audit Committee. 1.2 Reference to the "Board"

More information

AVILLION BERHAD (Formerly known as Reliance Pacific Berhad) (Company No A) TERMS OF REFERENCE OF AUDIT COMMITTEE

AVILLION BERHAD (Formerly known as Reliance Pacific Berhad) (Company No A) TERMS OF REFERENCE OF AUDIT COMMITTEE AVILLION BERHAD (Formerly known as Reliance Pacific Berhad) (Company No. 244521-A) TERMS OF REFERENCE OF AUDIT COMMITTEE Definitions: Act Companies Act 2016 Board or Directors : The Directors for the time

More information

Severn Trent Plc Remuneration Committee. Terms of Reference (Approved by the Board on 24 March 2017)

Severn Trent Plc Remuneration Committee. Terms of Reference (Approved by the Board on 24 March 2017) Severn Trent Plc Remuneration Committee Terms of Reference (Approved by the Board on 24 March 2017) 1. Purpose The purpose of the Committee is to establish a formal and transparent procedure for developing

More information

ALLETE, Inc. Board of Directors. Corporate Governance and Nominating Committee Charter

ALLETE, Inc. Board of Directors. Corporate Governance and Nominating Committee Charter ALLETE, Inc. Board of Directors Approved by the ALLETE Board of Directors on October 24, 2017 Corporate Governance and Nominating Committee Charter Purposes of Committee The purposes of the Corporate Governance

More information

AUDIT COMMITTEE TERMS OF REFERENCE. (as at 5 March 2018)

AUDIT COMMITTEE TERMS OF REFERENCE. (as at 5 March 2018) TABLE OF CONTENTS Page 1 Introduction... 1 2 Composition... 1 2.1 Members of the Audit Committee... 1 2.2 Chairman of the Audit Committee... 2 3 Authority... 2 4 Responsibilities and Duties... 3 5 Relationship

More information

1.3 The chairman and members shall be listed each year in the annual report.

1.3 The chairman and members shall be listed each year in the annual report. Terms of reference and constitution of the nomination committee (approved at the February 2016 Board) 1. Membership 1.1 Members of the committee shall be appointed by the board in accordance with the Company's

More information

Adopted by resolution of the Board on 26 April 2016 FLYBE GROUP PLC. Remuneration Committee Terms of Reference

Adopted by resolution of the Board on 26 April 2016 FLYBE GROUP PLC. Remuneration Committee Terms of Reference Adopted by resolution of the Board on 26 April 2016 FLYBE GROUP PLC Remuneration Committee Terms of Reference FLYBE GROUP PLC (the Company) REMUNERATION COMMITTEE TERMS OF REFERENCE In these Terms of Reference

More information

GOLDEN LAND BERHAD (Company No A)

GOLDEN LAND BERHAD (Company No A) GOLDEN LAND BERHAD (Company No. 298367-A) TERMS OF REFERENCE OF AUDIT COMMITTEE 1. Members of the Audit Committee The present members of the Audit Committee of the Company are:- Name (a) Mdm Lim Saw Imm

More information

GROUP POLICY GUIDELINES ON CORPORATE GOVERNANCE AUDIT COMMITTEE

GROUP POLICY GUIDELINES ON CORPORATE GOVERNANCE AUDIT COMMITTEE GROUP POLICY GUIDELINES ON CORPORATE GOVERNANCE AUDIT COMMITTEE 1. ROLE 1.1 The role of the Committee is primarily to review and monitor the integrity of the financial reporting by the Company, to review

More information

BTG plc Terms of Reference of the Remuneration Committee ( Committee ) of the Board of Directors ( Board ) of BTG plc ( Company )

BTG plc Terms of Reference of the Remuneration Committee ( Committee ) of the Board of Directors ( Board ) of BTG plc ( Company ) Constitution and Authority 1. The Committee is established as a committee of the Board pursuant to the Articles of Association of the Company and in accordance with the principles set out in The UK Corporate

More information

1.2 The Committee has the delegated authority of the board in respect of the functions and powers set out in these terms of reference.

1.2 The Committee has the delegated authority of the board in respect of the functions and powers set out in these terms of reference. TERMS OF REFERENCE FOR THE NOMINATIONS COMMITTEE 1. CONSTITUTION 1.1 The nomination committee (Committee) was constituted as a committee of the board of directors (board) of the GEM DIAMONDS LIMITED (Company)

More information

TERMS OF REFERENCE FOR AUDIT AND RISK MANAGEMENT COMMITTEE

TERMS OF REFERENCE FOR AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE FOR AUDIT AND RISK MANAGEMENT COMMITTEE 1. Objectives The primary function of the Audit and Risk Management Committee (the Committee ), formed by the Board, is to assist the Board of

More information

GCP ASSET BACKED INCOME FUND LIMITED NOMINATION AND REMUNERATION COMMITTEE TERMS OF REFERENCE

GCP ASSET BACKED INCOME FUND LIMITED NOMINATION AND REMUNERATION COMMITTEE TERMS OF REFERENCE GCP ASSET BACKED INCOME FUND LIMITED NOMINATION AND REMUNERATION COMMITTEE TERMS OF REFERENCE 1 NOMINATION AND REMUNERATION COMMITTEE TERMS OF REFERENCE 1. Membership 1.1 The Committee shall comprise at

More information

Ophir Energy plc (the Company ) Terms of Reference: Nomination Committee

Ophir Energy plc (the Company ) Terms of Reference: Nomination Committee 1 Ophir Energy plc (the Company ) Terms of Reference: Nomination Committee adopted by the Board of Directors of the Company on 19 April 2011 and revised on 19 November 2014 and 14 November 2018 Reference

More information

The purposes of the Compensation and Human Resources Committee of Centric are to, on behalf of the Board:

The purposes of the Compensation and Human Resources Committee of Centric are to, on behalf of the Board: Purpose The purposes of the Compensation and Human Resources Committee of Centric are to, on behalf of the Board: 1. Review and approve compensation levels for the Company s executive officers; 2. Review

More information

SABRE INSURANCE GROUP PLC REMUNERATION COMMITTEE TERMS OF REFERENCE

SABRE INSURANCE GROUP PLC REMUNERATION COMMITTEE TERMS OF REFERENCE SABRE INSURANCE GROUP PLC REMUNERATION COMMITTEE TERMS OF REFERENCE These terms of reference were adopted by the Remuneration Committee on 9 November 2017 and approved by the board of directors of Sabre

More information

The Procter & Gamble Company Board of Directors Compensation & Leadership Development Committee Charter

The Procter & Gamble Company Board of Directors Compensation & Leadership Development Committee Charter The Procter & Gamble Company Board of Directors Compensation & Leadership Development Committee Charter I. Purposes. The Compensation and Leadership Development Committee (the Committee ) is appointed

More information

AIRASIA BERHAD. (Company No W) ( AirAsia or Company ) Audit Committee. Terms of Reference

AIRASIA BERHAD. (Company No W) ( AirAsia or Company ) Audit Committee. Terms of Reference AIRASIA BERHAD (Company No. 284669-W) ( AirAsia or Company ) Audit Committee Terms of Reference Page 1 of 9 Terms of Reference Item Name of Committee : Audit Committee of AirAsia Berhad ( Committee ) 1

More information

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF DOMTAR CORPORATION CHARTER AS AMENDED AND RESTATED EFFECTIVE OCTOBER 29, 2014 I. PURPOSE AND ROLE OF THE COMMITTEE The purpose

More information

Nomination & Corporate Governance Committee

Nomination & Corporate Governance Committee Nomination & Corporate Governance Committee Terms of Reference 1. Membership 1.1. Members of the Committee shall be appointed by the Board. The Committee shall be made up of at least three members, who

More information

Concordia International Corp. Human Resources and Compensation Committee Charter

Concordia International Corp. Human Resources and Compensation Committee Charter Concordia International Corp. Human Resources and Compensation Committee Charter Human Resources and Compensation Committee Charter Table of Contents Notice 1. PURPOSE AND RESPONSIBILITIES... 1 Purpose...

More information

First Data Corporation Charter of the Governance, Compensation and Nominations Committee of the Board of Directors

First Data Corporation Charter of the Governance, Compensation and Nominations Committee of the Board of Directors 1.0 Purpose First Data Corporation Charter of the Governance, Compensation and Nominations Committee of the Board of Directors The purpose of the Governance, Compensation and Nominations Committee (Committee)

More information

DESERT LION ENERGY LIMITED CHARTER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

DESERT LION ENERGY LIMITED CHARTER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE DESERT LION ENERGY LIMITED 1. PURPOSE The Human Resources and Compensation Committee (the Committee ) is a committee of the Board of Directors (the Board ) of Desert Lion Energy Limited (the Company )

More information

Audit Committee. Terms of Reference. 1. Membership

Audit Committee. Terms of Reference. 1. Membership Audit Committee Terms of Reference 1. Membership 1.1. Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination & Corporate Governance Committee in consultation

More information

AUDIT COMMITTEE: TERMS OF REFERENCE

AUDIT COMMITTEE: TERMS OF REFERENCE Reviewed December 2018 DATED: 10 December 2014 DIGNITY PLC AUDIT COMMITTEE: TERMS OF REFERENCE CONTENTS 1. DEFINITIONS... 1 2. INTRODUCTION... 1 3. MEMBERSHIP... 1 4. SECRETARY... 1 5. QUORUM... 2 6. FREQUENCY

More information

Close Brothers Group plc

Close Brothers Group plc 1. Membership Close Brothers Group plc Audit Committee (the Committee ) Terms of Reference 1.1 Members of the Committee shall be appointed by the Board (the Board ), on the recommendation of the Nomination

More information

BTG plc Terms of Reference of the Nomination Committee ( Committee ) of the Board of Directors ( Board ) of BTG plc ( Company )

BTG plc Terms of Reference of the Nomination Committee ( Committee ) of the Board of Directors ( Board ) of BTG plc ( Company ) Constitution and Authority 1. The Committee is established as a committee of the Board pursuant to the Articles of Association of the Company and in accordance with the principles set out in The UK Corporate

More information

MIDATECH PHARMA PLC (the "Company") NOMINATION COMMITTEE: TERMS OF REFERENCE

MIDATECH PHARMA PLC (the Company) NOMINATION COMMITTEE: TERMS OF REFERENCE MIDATECH PHARMA PLC (the "Company") NOMINATION COMMITTEE: TERMS OF REFERENCE 1. INTRODUCTION 1.1 At a meeting of the board of directors of the Company (the "Board") held on 3 December 2014, the Board resolved

More information

MITEL NETWORKS CORPORATION. (the Company ) COMPENSATION COMMITTEE CHARTER

MITEL NETWORKS CORPORATION. (the Company ) COMPENSATION COMMITTEE CHARTER MITEL NETWORKS CORPORATION (the Company ) COMPENSATION COMMITTEE CHARTER 1. ESTABLISHMENT AND PURPOSE OF THE COMMITTEE The board of directors of the Company has established a compensation committee (the

More information

Terms of Reference for the Audit Committee (approved at a meeting of the Board of Directors (the "Board") held on 20th October 2014)

Terms of Reference for the Audit Committee (approved at a meeting of the Board of Directors (the Board) held on 20th October 2014) Terms of Reference for the Audit Committee (approved at a meeting of the Board of Directors (the "Board") held on 20th October 2014) Constitution 1. It is resolved that a Committee of the Board be established,

More information

SENTORIA GROUP BERHAD. (Company No K) AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE

SENTORIA GROUP BERHAD. (Company No K) AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE SENTORIA GROUP BERHAD (Company No. 463344-K) AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE Approved by the Board on 24 August 2017 TERMS OF REFERENCE OF THE AUDIT AND RISK MANAGEMENT COMMITTEE

More information

STERIS PLC Governance Guidelines SCOPE COMPOSITION OF THE BOARD

STERIS PLC Governance Guidelines SCOPE COMPOSITION OF THE BOARD STERIS PLC Governance Guidelines The Board of Directors (the Board ) of STERIS plc (the Company ) has established the following Guidelines for the organization, operation and deliberation of the Board

More information

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA HUMAN RESOURCES AND GOVERNANCE COMMITTEE CHARTER

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA HUMAN RESOURCES AND GOVERNANCE COMMITTEE CHARTER THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA HUMAN RESOURCES AND GOVERNANCE COMMITTEE CHARTER I. PURPOSE The primary purpose of the Human Resources and Governance Committee (the "Committee") of the Board

More information

Biffa plc (the Company ) Audit Committee (the Committee ) Terms of Reference

Biffa plc (the Company ) Audit Committee (the Committee ) Terms of Reference Biffa plc (the Company ) Audit Committee (the Committee ) Terms of Reference Approved and adopted by the Board of Directors of the Company (the Board ) on 28 September 2016 Purpose The purpose of the Committee

More information

NOVO RESOURCES CORP. COMPENSATION AND NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

NOVO RESOURCES CORP. COMPENSATION AND NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER NOVO RESOURCES CORP. COMPENSATION AND NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE CHARTER The Compensation and Nomination Committee (the Committee ) of the board of directors (the Board ) of

More information

TERMS OF REFERENCE. The Royal London Mutual Insurance Society Limited Remuneration Committee (the Committee ) Secretarial. Approved on 7 February 2018

TERMS OF REFERENCE. The Royal London Mutual Insurance Society Limited Remuneration Committee (the Committee ) Secretarial. Approved on 7 February 2018 TERMS OF REFERENCE The Royal London Mutual Insurance Society Limited Remuneration Committee (the Committee ) Version 1.2 Author Group Company Secretarial Approved on 7 February 2018 PAGE 1 OF 8 Change

More information

AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE

AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE Date Description 12/2015 Version 1.0 adopted 07/2016 Version 2.0 revised 05/2018 Version 3.0 revised CONTENTS 1.0 Introduction... 1 2.0 Composition

More information

CORPORATE GOVERNANCE & COMPENSATION COMMITTEE CHARTER CAPSTONE INFRASTRUCTURE CORPORATION MARCH 2018

CORPORATE GOVERNANCE & COMPENSATION COMMITTEE CHARTER CAPSTONE INFRASTRUCTURE CORPORATION MARCH 2018 CORPORATE GOVERNANCE & COMPENSATION COMMITTEE CHARTER CAPSTONE INFRASTRUCTURE CORPORATION MARCH 2018 CAPSTONE INFRASTRUCTURE CORPORATION CORPORATE GOVERNANCE & COMPENSATION COMMITTEE CHARTER The term Corporation

More information

AUDIT COMMITTEE TERMS OF REFERENCE THE BRITISH UNITED PROVIDENT ASSOCIATION LIMITED AUDIT COMMITTEE. Terms of Reference

AUDIT COMMITTEE TERMS OF REFERENCE THE BRITISH UNITED PROVIDENT ASSOCIATION LIMITED AUDIT COMMITTEE. Terms of Reference THE BRITISH UNITED PROVIDENT ASSOCIATION LIMITED 1. Constitution and Role AUDIT COMMITTEE Terms of Reference The Committee s current Terms of Reference were reviewed and adopted by a resolution of the

More information

DAVE & BUSTER S ENTERTAINMENT, INC. COMPENSATION COMMITTEE CHARTER. (Adopted September 23, 2014)

DAVE & BUSTER S ENTERTAINMENT, INC. COMPENSATION COMMITTEE CHARTER. (Adopted September 23, 2014) DAVE & BUSTER S ENTERTAINMENT, INC. COMPENSATION COMMITTEE CHARTER (Adopted September 23, 2014) This Compensation Committee Charter (the Charter ) was adopted by the Board of Directors (the Board ) of

More information

Board Nominations Committee Charter

Board Nominations Committee Charter Board Nominations Committee Charter [# July 2011] 6 August 2014 PURPOSE 1) The function of the Westpac Banking Corporation (Westpac) Board Nominations Committee (Committee) is to assist the Board as the

More information

STELCO HOLDINGS INC. CHARTER OF THE COMPENSATION, GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS

STELCO HOLDINGS INC. CHARTER OF THE COMPENSATION, GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS STELCO HOLDINGS INC. CHARTER OF THE COMPENSATION, GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS FUNCTION AND PURPOSE The function and purpose of the Compensation, Governance and Nominating

More information

GOCOMPARE.COM GROUP PLC REMUNERATION COMMITTEE TERMS OF REFERENCE. Adopted by the Board on 28 September 2016

GOCOMPARE.COM GROUP PLC REMUNERATION COMMITTEE TERMS OF REFERENCE. Adopted by the Board on 28 September 2016 GOCOMPARE.COM GROUP PLC REMUNERATION COMMITTEE TERMS OF REFERENCE Adopted by the Board on 28 September 2016 The following are the Terms of Reference of the Remuneration Committee ( the Committee ) of Gocompare.com

More information

HO HUP CONSTRUCTION COMPANY BERHAD (14034-W) AUDIT COMMITTEE TERMS OF REFERENCE

HO HUP CONSTRUCTION COMPANY BERHAD (14034-W) AUDIT COMMITTEE TERMS OF REFERENCE HO HUP CONSTRUCTION COMPANY BERHAD (14034-W) AUDIT COMMITTEE TERMS OF REFERENCE TABLE OF CONTENTS 1. OBJECTIVES... 1 2. COMPOSITION... 1 2.1 Members of the Audit Committee 2.2 Chairman of the Audit Committee

More information

The Committee should carry out the duties below for the Bank and subsidiary undertakings, as appropriate.

The Committee should carry out the duties below for the Bank and subsidiary undertakings, as appropriate. Metro Bank PLC Audit Committee Terms of Reference 1. Constitution The Metro Bank PLC (the Bank ) Board of Directors (the Board ) has established a Committee of the Board, known as the Audit Committee (the

More information

GREAT PANTHER SILVER LIMITED (the "Company") CHARTER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

GREAT PANTHER SILVER LIMITED (the Company) CHARTER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE GREAT PANTHER SILVER LIMITED (the "Company") CHARTER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE Article 1. Mandate The overall mandate of the Human Resources and Compensation Committee (the Committee

More information

CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF KLA-TENCOR CORPORATION. As amended on November 2, 2016

CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF KLA-TENCOR CORPORATION. As amended on November 2, 2016 CHARTER OF THE NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF KLA-TENCOR CORPORATION As amended on November 2, 2016 I. PURPOSE The Nominating and Governance Committee (the Committee )

More information

SBS PHILIPPINE CORPORATION

SBS PHILIPPINE CORPORATION SBS PHILIPPINE CORPORATION AMENDED TERMS OF REFERENCE OF CORPORATE GOVERNANCE, NOMINATION AND REMUNERATION COMMITTEE The Board of Directors of SBS Philippine Corporation (the Corporation ) hereby constitutes

More information

AGF MANAGEMENT LIMITED (the Corporation ) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

AGF MANAGEMENT LIMITED (the Corporation ) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER AGF MANAGEMENT LIMITED (the Corporation ) NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER The Nominating and Corporate Governance Committee (the Committee ) is established by the Board of Directors

More information

Michael Page International plc (the Company ) TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE

Michael Page International plc (the Company ) TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE Michael Page International plc (the Company ) TERMS OF REFERENCE FOR THE NOMINATION COMMITTEE 1. CONSTITUTION The Committee has been established by resolution of the Board and is to be known as the Nomination

More information

Audit Committee - Terms of Reference

Audit Committee - Terms of Reference Audit Committee - Terms of Reference 1. Constitution 1.1 Great Portland Estates plc s Audit Committee ( the Committee ) is established by Board of Directors. 2. Membership 2.1 Members of the Committee

More information

GOLDEN LAND BERHAD (Company No A) (Incorporated in Malaysia) TERMS OF REFERENCE OF AUDIT COMMITTEE (Revised on 31 March 2017)

GOLDEN LAND BERHAD (Company No A) (Incorporated in Malaysia) TERMS OF REFERENCE OF AUDIT COMMITTEE (Revised on 31 March 2017) (Company No. 298367-A) (Incorporated in Malaysia) TERMS OF REFERENCE OF AUDIT COMMITTEE (Revised on 31 March 2017) 1. Members of the Audit Committee The present members of the Audit Committee of the Company

More information

IRE-TEX CORPORATION BERHAD (Company No A)

IRE-TEX CORPORATION BERHAD (Company No A) Page 1 of 6 1. OBJECTIVES The Audit Committee was renamed as Audit and Risk Management Committee ( the Committee ) on 23 March 2018 and was established to act as a Committee of the Board of Directors (

More information

TERMS OF REFERENCE FOR AUDIT AND RISK MANAGEMENT COMMITTEE

TERMS OF REFERENCE FOR AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE FOR AUDIT AND RISK MANAGEMENT COMMITTEE 1 Objectives The primary function of the Audit and Risk Management Committee (the Committee ), formed by the Board, is to assist the Board of

More information

NOMINATION & GOVERNANCE COMMITTEE TERMS OF REFERENCE THE BRITISH UNITED PROVIDENT ASSOCIATION LIMITED NOMINATION & GOVERNANCE COMMITTEE

NOMINATION & GOVERNANCE COMMITTEE TERMS OF REFERENCE THE BRITISH UNITED PROVIDENT ASSOCIATION LIMITED NOMINATION & GOVERNANCE COMMITTEE THE BRITISH UNITED PROVIDENT ASSOCIATION LIMITED NOMINATION & GOVERNANCE COMMITTEE Terms of Reference 1. Constitution and Role 1.1 The Nomination & Governance Committee was established by a resolution

More information

Remuneration Committee Terms of Reference

Remuneration Committee Terms of Reference Remuneration Committee Terms of Reference References within this document to the Committee mean the Remuneration Committee. 1 Membership and Attendance 1.1 Members of the Committee shall be appointed by

More information

TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE (the Committee ) OF THE BOARD OF DIRECTORS (the Board ) OF INTERSERVE PLC (the Company )

TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE (the Committee ) OF THE BOARD OF DIRECTORS (the Board ) OF INTERSERVE PLC (the Company ) TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE (the Committee ) OF THE BOARD OF DIRECTORS (the Board ) OF INTERSERVE PLC (the Company ) 1. Membership 1.1 The Committee shall comprise of at least three

More information

THE TIMKEN COMPANY COMPENSATION COMMITTEE CHARTER. Size. The Committee shall consist of no fewer than three members.

THE TIMKEN COMPANY COMPENSATION COMMITTEE CHARTER. Size. The Committee shall consist of no fewer than three members. THE TIMKEN COMPANY COMPENSATION COMMITTEE CHARTER Purposes The Compensation Committee (the Committee ) of the Board of Directors (the Board ) has been delegated responsibility by the Board to ensure that

More information

CHARTER OF THE. GOVERNANCE AND NOMINATING COMMITTEE (the Committee ) OF THE BOARD OF DIRECTORS. OF AIR CANADA (the Corporation )

CHARTER OF THE. GOVERNANCE AND NOMINATING COMMITTEE (the Committee ) OF THE BOARD OF DIRECTORS. OF AIR CANADA (the Corporation ) CHARTER OF THE GOVERNANCE AND NOMINATING COMMITTEE (the Committee ) OF THE BOARD OF DIRECTORS OF AIR CANADA (the Corporation ) 1. Purpose The purpose of the Committee is to assist the Board of Directors

More information

This document is to be used solely for internal purposes of Bursa Malaysia Berhad and its group of companies. Bursa Malaysia Berhad reserves all

This document is to be used solely for internal purposes of Bursa Malaysia Berhad and its group of companies. Bursa Malaysia Berhad reserves all Governance Model Document of Bursa Malaysia Berhad As at 27 November 2018 This document is to be used solely for internal purposes of Bursa Malaysia Berhad and its group of companies. Bursa Malaysia Berhad

More information

YORKSHINE HOLDINGS LIMITED Registration No H (the Company ) (Incorporated in the Republic of Singapore)

YORKSHINE HOLDINGS LIMITED Registration No H (the Company ) (Incorporated in the Republic of Singapore) YORKSHINE HOLDINGS LIMITED Registration No. 198902648H (the Company ) (Incorporated in the Republic of Singapore) PURPOSE AUDIT COMMITTEE TERMS OF REFERENCE Effective on 1 January 2019 1. The audit committee

More information